Sullivan
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Sullivan’s Asia-Pacific Practice leverages our global reach and deep international experience to support innovative cross-border transactions. Our lawyers have extensive experience representing issuers, financial institutions, investors, and companies across a broad range of industries and markets. Sullivan is uniquely positioned to serve clients throughout the Asian middle market in a broad range of capital markets transactions, mergers and acquisitions, joint ventures, and commercial matters. Our multilingual attorneys provide strategic guidance on inbound and outbound investment, international trade and other cross-border business activities.

Our Asia-Pacific Practice offers a comprehensive range of legal and corporate advisory services tailored to the region’s dynamic and evolving regulatory landscape. Our internationally experienced lawyers bring unparalleled insight into the region’s corporate and regulatory environments, making us a trusted partner for Asia-Pacific companies pursuing opportunities abroad and international companies expanding into the Asia-Pacific market. We represent a diverse client base, including issuers, investment banks, financial institutions, investors, and government and educational institutions, with recent engagements spanning Singapore, Hong Kong, Taiwan, Malaysia, Japan and Mainland China.

Representative Client Work

  • Representing a mid-market investment bank in cross-border financings, restructurings and M&A transactions supporting Asian companies seeking capital in the U.S. markets as well as U.S. companies seeking joint venture opportunities in Asia
  • Serving as general counsel to a Chinese Bio – Med fund in their investment in Israeli bio med companies
  • Advised Biomica Ltd. in on a USD $20 million financing round to advance its pipeline of microbiome-based therapeutics from Shanghai Healthcare Capital, a China-based fund
  • Advised Samsara in a cooperation and distribution agreement with Lansheng Medical, a Chinese company
  • Representing Hamlet (Israel – Canada), a large Israeli company that develops and manufactures mechanical accessories for industrial control and monitoring systems, in its NIS $70 million acquisition of a large Chinese company that manufactures valves and connectors for companies in the industrial sector and a related investment agreement for the construction of a new plant 
  • Representing Telit Communications PLC, a multinational IOT corporation, in the acquisition of a Chinese IOT company and in ongoing general corporate matters
  • Representing MIS Implants Technologies, a multinational dental corporation, in the establishment of a company in China and Hong Kong, including obtaining type 2 and type 3 licenses for the sale of medical products in China, and in ongoing general corporate matters
  • Representing Azrom, an Israeli agricultural company, in a series of agreements, including agreements with the local governments in Yunnan and Guangzhou for the construction of large greenhouses projects in China
  • Representing Kamedis, a medical cosmetics company, in the establishment of a joint venture in China and providing legal support on commercial agreements, employment contracts and taxation issues
  • Representing a U.S. fertility clinic in an agreement to acquire 20% of the shares of a Chinese company, which provides medical services in the field of fertility, and a distribution agreement in China, including negotiations with the Chinese company and its shareholders
  • Representing a company in a financial fraud lawsuit in China, which resulted in the court rendering a judgment in favor of the company and approving our request to enforce the verdict in the local court, following which the company received the money it demanded
  • Representing an Israeli vehicle parts company drafting a JV agreement in China for the establishment of a joint venture engaging in the distribution of automotive spare parts
  • Representing a Chinese digital currency company in the establishment of R&D center in Israel, as well as providing advice on investments in Israeli companies
  • Representing a European bank in the examination of contracts in China
  • Representing SITI, a Shanghai based incubator and investment fund, in the establishment of a company in Israel, including providing ongoing consultation on activities and investments in Israel
  • Serving as legal advisor to the Innovation Center at the Zhangjiang Hi-Tech Park in Pudong, Shanghai
  • Providing legal advice to Eran Zahavi, an elite Israeli soccer player, before signing an agreement with one of the leading soccer teams in China
  • Served as counsel to the financial advisor in the de-SPAC merger of a SPAC and a Malaysian biotechnology company with a combined valuation of USD $1.6 billion
  • Served as counsel to the placement agent in a USD $5 million PIPE offering of a Japanese blockchain and financial technology infrastructure company
  • Serving as U.S. tax, corporate and acquisition counsel to the first pure-play U.S. office REIT to be listed in Asia for its Singapore IPO, initial and subsequent investments, and ongoing U.S. tax compliance matters, including critical global restructuring in response to the Tax Cuts and Jobs Act
  • Advised a Singapore-based bank on its U.S. asset management activities and U.S. investment adviser requirements.
  • Represented an office REIT on an Asian stock exchange and an IPO on the Singapore Exchange Securities Trading Limited
  • Successfully represented a multinational investment bank for Commercial Court judgment in the bank's favor against the Singaporean branch of a Malaysian bank
  • Represented a Singapore-based asset manager in all aspects of its acquisition of a portfolio of 33 high-quality office properties in the United States
  • Served as issuer’s counsel to a Hong Kong-based integrated freight and logistics provider in its USD $1.4 million registered direct offering of ordinary shares and pre-funded warrants
  • Served as issuer’s counsel to a Malaysian industrial equipment company in its USD $16 million public offering of ordinary shares and pre-funded warrants
  • Served as underwriters’ co-counsel in the USD $8.25 million initial public offering of ordinary shares of a Hong Kong-based company engaged in wet trades work
Viewpoints
All Viewpoints
SGX-Nasdaq Dual Listing Framework - Opening New Doors for East Asian Companies
On November 19, 2025, Singapore Exchange ("SGX") and Nasdaq announced a proposed "Global Listing Board" framework enabling companies to file a single prospectus acceptable to both Singapore and U.S. regulators. The initiative, backed by the Monetary Authority of Singapore ("MAS") as part of the broader SGX listing regime modernization, targets implementation by mid-2026, subject to final rulemaking. Eligibility and Framework Structure Qualifying Criteria: Companies with minimum market capitalizations of S$2 billion (approximately US$1.54 billion). Regulatory Uncertainty: Critical questions remain regarding the framework's structure and the rules that will be applicable. For example, it is unclear whether the system will mirror the existing Multijurisdictional Disclosure System ("MJDS"), which permits certain Canadian issuers to rely on Canadian disclosure rules as SEC registrants, or whether full SEC registration and Nasdaq standards will serve as the baseline for SGX dual-listed companies. Legal and Compliance Considerations Ongoing Dual Jurisdiction Obligations: Despite harmonized prospectus requirements, issuers are expected to remain subject to compliance obligations in both jurisdictions, including: Differing reporting cadences and governance requirements Separate regulatory interactions and oversight  U.S. Securities Law Exposure: Nasdaq listing subjects issuers to U.S. securities law liability, including class-action litigation risks, a significant consideration for Asia-based companies unfamiliar with the U.S. litigation environment . Disclosure Standards Alignment: MAS is pursuing complementary reforms to align SGX's disclosure standards with international (particularly U.S.) practices, though the full extent of SGX's acceptance of U.S.-style disclosures awaits final rule issuance. Strategic Benefits For qualifying technology, life sciences, and high-growth enterprises, the framework offers: Access to both U.S. capital market liquidity and Singapore's regional investor base Reduced legal, accounting, and underwriting costs through single prospectus filing Enhanced institutional and retail investor reach across multiple time zones  The Global Listing Board represents a potentially positive development for trans-Pacific capital access while maintaining regional listing presence. However, companies should await final regulatory guidance before making strategic decisions, given the substantial compliance and legal exposure implications inherent in dual-jurisdiction listings. To discuss how these developments may impact your U.S. capital markets strategy, please contact Sullivan partners David Danovitch (ddanovitch@sullivanlaw.com or 212-660-3060), Tehila Levi Lati (tlevi@sullivanlaw.co.il or +972 74 7580480) or Eric Victorson (evictorson@sullivanlaw.com or 212-660-3092).
FINRA’s Small-Cap Sweep: Strategic Steps for Broker-Dealers
It has been approximately one (1) month since the Financial Industry Regulatory Authority (FINRA) has launched a targeted review of broker-dealer activity in small-capitalization offerings involving foreign issuers—particularly those with operations in foreign jurisdictions such as China. The scope of the review extends across both public and private offerings of small-cap exchange-listed issuers and applies to firms that have acted as underwriters, bookrunners, syndicate or selling-group members, placement agents, or engaged in follow-on trading or omnibus account activity. For broker-dealers active in this market segment between January 1, 2023, and September 30, 2025, this initiative warrants immediate attention. FINRA’s focus underscores the need for firms to proactively strengthen compliance, supervisory and due-diligence frameworks before scrutiny is initiated. Implications for Broker-Dealers For broker-dealers that have acted in offerings of foreign-issuer small-cap companies, or engaged in corresponding trading, the risk of regulatory inquiry is now heightened. Firms should assume that FINRA may request detailed documentation of supervisory procedures, training materials, due-diligence records, compensation arrangements, and transaction lists. Potential exposure encompasses both the underwriting/placement side and the secondary trading side, particularly where omnibus accounts or affiliate-linked trading have occurred. Moreover, compliance weaknesses in this area may expose firms to broader regulatory focus given FINRA’s emphasis on market integrity and manipulative trading risks in small-cap IPOs. As a result, firms should view this not simply as a matter of historical transactions but as an active compliance priority for present-day operations and future offerings. Strategic Compliance Priorities and Action Plan Broker-dealers should undertake an immediate, firm-wide review of their involvement in relevant small-cap foreign-issuer offerings. This review should begin with an inventory of all transactions, public or private, in which the firm acted as underwriter, bookrunner, syndicate or selling-group member, placement agent, or participated in secondary trading during the relevant period. Firms should review whether their written supervisory procedures (WSPs), compliance manuals, training materials and internal guidance adequately address the risks particular to small-cap foreign-issuer offerings. This includes controls around due diligence of issuers, audit-firm and management backgrounds, beneficial-owner structures, cross-border legal/regulatory risks, syndicate compensation, and trading after the offering. Surveillance systems and trading desk controls should similarly be assessed to ensure they capture unusual trading patterns consistent with manipulative or coordinated activity. Firms should evaluate whether their AML/KYC programs are appropriately scaled to the enhanced risk of foreign issuers and thinly-traded securities, and whether their vendor-risk frameworks adequately cover third-party trading platforms, omnibus accounts, and algorithmic or remote trading tools. From a governance standpoint, senior management, compliance heads and the board should elevate this matter within their risk-assessment frameworks. Firms should consider whether internal audit scopes and independent reviews cover this business line, whether incentives or compensation structures may have encouraged participation in higher-risk offerings, and whether escalation procedures are clearly defined and monitored. Finally, firms should prepare for regulatory engagement by gathering and organizing deal files, training logs, supervisory review documentation, compensation records and transaction lists now, rather than waiting until a request arrives. Key Takeaways The targeted review by FINRA of small-cap foreign-issuer offerings signals a clear regulatory priority and a call to broker-dealers to raise their vigilance. For firms with exposure in this area, now is the time to act. Waiting until after a request is received may leave a firm scrambling and vulnerable to findings of deficient controls or documentation. The themes underpinning the review—cross-border risk, thin-traded securities, manipulative activity, and weak controls—are broader than the specific focus and should prompt firms to proactively enhance controls across the board. Senior leadership should not view this as a niche compliance issue, but rather as a signal of elevated scrutiny across multiple lines of business. With proper preparation, firms can not only respond to potential regulatory requests but demonstrate a thoughtful, forward-looking compliance program aligned with the evolving risk landscape.
SEC, FINRA Cross-Border Crackdown Typifies Trump 2.0 Priorities
David Danovitch was quoted in the article "SEC, FINRA Cross-Border Crackdown Typifies Trump 2.0 Priorities," published by Bloomberg Law on November 4, 2025. The article discusses the growing US regulatory focus by the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) on foreign issuers, aiming to crack down on fraud involving overseas companies listing on US exchanges. The approach is in keeping with the Trump administration’s general position toward Chinese businesses and other international competitors.   “There were parties basically hijacking IPOs and using them as vehicles for a pump-and-dump,” David says, referring to foreign issuers reporting questionably large returns despite a lack of sales activity to support such figures.  Nasdaq has proposed rules that would require companies based in China to raise at least $25 million in public offering proceeds to qualify for new listings, under the reasoning that a larger IPO would be more difficult to manipulate. “These are small firms, so our concern is that this could bankrupt a few firms or inhibit their ability to comply properly,” David comments. “You want your regulators to root out the crime and make sure investors here aren’t getting hurt.”
Speed Vs. Safety: The High-Stakes Game Of AI Power Politics
Tehila Levi Lati was quoted in the article "Speed Vs. Safety: The High-Stakes Game Of AI Power Politics," published by Forbes on March 28, 2025. The article discusses the clash between AI innovation and regulation, as major companies like OpenAI urge the U.S. government to reduce regulatory burdens to stay ahead in the global AI race. While the E.U. enforces strict regulations and Israel favors a more flexible approach, China balances security with minimal compliance requirements. Tehila points out that China’s strategy, unlike the E.U.’s stringent rules, focuses on oversight with limited compliance burdens, maintaining momentum while ensuring national security.